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20260608_MYOR_Ringkasan Risalah//Risalah RUPS_32098739_lamp1.pdf
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C E RT I FI CAT E
Number: 019/Not/VI/2026
The undersigned below:
- NOVITA PUSPITARINI, Bachelor of Laws, a Notary in South Jakarta Administrative City,
appointed pursuant to the Decree of the Minister of Law and Human Rights of the Republic of
Indonesia dated 21 April 2011 Number AHU-38.AH.02.02-Year 2011, having her office at Menara
Karya, 20th Floor Unit F, Jl. H.R. Rasuna Said Block X-5 Kav. 1-2, South Jakarta 12950, hereby
explains that:
- On Thursday, 4 June 2026, at the Mayora Group Office, Jl. Daan Mogot KM 18, West Jakarta, the
Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders
of PT Mayora Indah Tbk, domiciled in Tangerang (the “Company”). Carried out using the
eASY.KSEI application.
- The summary of the minutes of the meetings is as follows:
I. Attendance of the Company's Board of Commissioners and Board of Directors
The Annual General Meeting of Shareholders (AGMS) and the Extraordinary General
Meeting of Shareholders (EGMS) of the Company were attended by the Board of
Commissioners and Board of Directors as follows:
Board of Commissioners Board of Directors
Commissioner : Hermawan Lesmana Director : Wardhana Atmadja
Commissioner : Gunawan Atmadja Director : Hendrik Polisar
Independent : Anton Hartono Director : Muljono Nurlimo
Commissioner
II. Attendance Quorum
- The Annual General Meeting of Shareholders (AGMS), started at 2:29 p.m. Western
Indonesian Time (WIB) and closed at 3:27 p.m. WIB, attended by Shareholders and/or
their proxies representing 20,817,061,378 (twenty billion eight hundred seventeen million
sixty-one thousand three hundred seventy-eight) shares or 94.51% (ninety-four point fifty-
one percent) of the total 22,026,684,225 (twenty-two billion twenty-six million six
hundred eighty-four thousand two hundred twenty-five) shares issued by the Company.
- The Extraordinary General Meeting of Shareholders (EGMS), which commenced at 3:35
p.m. WIB and closed at 3:42 p.m. WIB, attended by Shareholders and/or their proxies
representing 20,839,937,653 (twenty billion eight hundred thirty-nine million nine
hundred thirty-seven thousand six hundred fifty-three) shares, constituting 94.61%
(ninety-four point sixty-one percent) of the total 22,026,684,225 (twenty-two billion
twenty-six million six hundred eighty-four thousand two hundred twenty-five) shares
issued by the Company.
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III. Opportunity to Raise Questions and/or Express Opinions
The Chairman of the Meeting provides the opportunity for the Shareholders and/or their
proxies with to raise questions and/or express opinions regarding matters related to the agenda
items of the Meeting through the following mechanism:
Shareholders or their proxies attending the Meeting in person were requested to raise their
hands and state their names and the number of shares they represented.
Shareholders attending through the eASY.KSEI application were requested to cast their votes
through the eASY.KSEI application.
No questions were raised in relation to any agenda item of either the Annual General Meeting
of Shareholders or the Extraordinary General Meeting of Shareholders.
IV. Voting and Resolution Mechanism
a. Decisions at the Meeting are taken based on deliberation to reach consensus.
b. In the event that a decision based on deliberation to reach consensus is not reached, the
decisions are taken by voting, with due observance of the attendance quorum and
decision quorum provisions.
V. Resolutions of the Annual General Meeting of Shareholders
1. 1st Agenda
Approval and ratification of the Annual Report of the Board of Directors, including the
Consolidated Financial Statements and the Supervisory Report of the Board of
Commissioners of the Company for the financial year ended 31 December 2025.
Results Agree Abstain Disagree
Collection 20,474,649,278 342,412,100 0
Voice (98.36 %) (1.64 %) (0.00 %)
Decision:
Approve and ratify the Annual Report of the Board of Directors, including the
Consolidated Financial Statements and the Supervisory Report of the Board of
Commissioners of the Company for the financial year ended 31 December 2025.
Thus, to grant a full release and discharge to the members of the Board of Directors and
the Board of Commissioners for the management and supervision that has been carried
out during the 2025 financial year, as long as these actions are reflected in the 2025
Annual Report and Financial Report.
2. 2nd Agenda
Determination of the appropriation of the Company's net profit for the 2025 financial
year and the granting of authority to the Board of Directors of the Company to implement
such appropriation in accordance with the applicable laws and regulations.
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Results Agree Abstain Disagree
Collection 20,474,659,278 342,402,100 0
Voice (98.36 %) (1.64 %) (0.00 %)
Decision:
Approve the appropriation of the Company's profit for the 2025 financial year and to
grant authority to the Board of Directors of the Company to determine its implementation
in accordance with the applicable laws and regulations.
The appropriation of the Company's profit for the 2025 financial year shall be as follows:
The Company's net profit for the 2025 financial year amounted to Rp2,909,961,946,237
(two trillion nine hundred nine billion nine hundred sixty-one million nine hundred forty-
six thousand two hundred thirty-seven Rupiah), which shall be appropriated as follows:
- Reserve fund, amounting to Rp2,000,000,000 (two billion Rupiah).
- Cash dividend, amounting to Rp1,321,601,053,500 (one trillion three hundred
twenty-one billion six hundred one million fifty-three thousand five hundred
Rupiah), or Rp60 (sixty Rupiah) per share, which will be distributed to
22,026,684,225 (twenty-two billion twenty-six million six hundred eighty-four
thousand two hundred twenty-five) shares.
- The remaining amount of Rp1,586,360,892,737 (one trillion five hundred eighty-
six billion three hundred sixty million eight hundred ninety-two thousand seven
hundred thirty-seven Rupiah) is included as Retained Earnings.
Give authority to the Board of Directors to determine its implementation in accordance
with applicable regulations and legislation.
3. 3rd Agenda
Appointment of a Public Accountant and a Public Accounting Firm for the 2026 financial
year and the granting of authority to the Company's Board of Commissioners in
connection with the Appointment of the Public Accountant.
Results Agree Abstain Disagree
Collection 19,424,651,748 342,412,100 1,049,997,530
Voice (93.31 %) (1.64 %) (5.04 %)
Decision:
Approve the appointment of a Public Accountant and a Public Accounting Firm for the
2026 financial year and to grant authority to the Board of Commissioners to conduct the
selection process and appoint a Public Accountant and a Public Accounting Firm to audit
the Company's Financial Statements for the financial year ending 31 December 2026,
taking into account the recommendation of the Audit Committee and the prevailing
regulations. Furthermore, to grant authority to the Board of Directors of the Company to
determine the honoraria and other requirements.
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The criteria or requirements for the Public Accountant and/or Public Accounting Firm to
be appointed are as follows:
- Must be registered as a Capital Market Supporting Profession with the Financial
Services Authority (OJK).
- Must have no conflict of interest and must not be affiliated with the Company or its
Subsidiaries, nor with any member of the Board of Directors or Board of
Commissioners of the Company.
- Must not be involved in any legal dispute with the Company or its Subsidiaries,
affiliates, or any member of the Board of Directors or Board of Commissioners of
the Company.
- Must satisfy any other requirements stipulated under the applicable laws and
regulations.
4. 4th Agenda
Approval of the remuneration for the members of the Board of Directors and the Board
of Commissioners of the Company.
Results Agree Abstain Disagree
Collection 19,774,653,823 342,402,100 700,005,455
Voice (94.99 %) (1.64 %) (3.36 %)
Decision:
Approve the remuneration for the members of the Board of Directors and the Board of
Commissioners of the Company, as follows:
To grant authority to the Board of Commissioners of the Company to determine the
remuneration of the members of the Board of Directors, taking into account the
recommendation of the Company's Nomination and Remuneration Committee.
The amount of salary or honorarium and allowances for the Board of Commissioners is
no greater than 50% of the salary or honorarium and allowances received by the
Company’s Directors.
5. 5th Agenda
Changes in the composition of the Board of Commissioners of the Company.
Results Agree Abstain Disagree
Collection 19,778,915,223 342,412,100 695,734,055
Voice (95.01 %) (1.64 %) (3.34 %)
Decision:
Approve and ratify the change in the composition of the Board of Commissioners of the
Company by honorably discharging Mr. SURYANTO GUNAWAN, with the Company's
highest appreciation and gratitude for his dedication and contributions during his tenure
in carrying out supervisory duties for the Company, and appointing Mr. RAHARDJA
SUTEDJO as a member of the Board of Commissioners and concurrently as an
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Independent Commissioner of the Company, and Mr. HENDRA KURNIAWAN as a
member of the Board of Commissioners.
Thus, the composition of the Board of Commissioners of the Company, effective from
the closing of this Meeting until the closing of the Annual General Meeting of
Shareholders in 2028, as follows:
- Mr. Jogi Hendra Atmadja – President Commissioner
- Mr. Hermawan Lesmana – Commissioner
- Mr. Gunawan Atmadja – Commissioner
- Mr. Hendra Kurniawan – Commissioner
- Mr. Anton Hartono – Independent Commissioner
- Mr. Rahardja Sutedjo – Independent Commissioner
In connection with the foregoing, the Meeting granted authority to the Board of Directors
of the Company to appear before a Notary to formalize the resolution of this Fifth Agenda
Item in a Deed of Statement of Meeting Resolutions and to notify the relevant authorities
thereof.
The Meeting further granted authority, with the right of substitution, to the Board of
Directors to reaffirm and restate the resolutions of this Fifth Agenda Item in the Deed of
Statement of Meeting Resolutions until the notification of changes to the Company's data
has been duly received and accepted by the competent authority.
6. 6th Agenda
Report on the Utilization of Proceeds from the Continuous Public Offering of Bond III
Mayora Indah Phase II and Phase III in 2025.
In 2025, the Company continued the Continuous Public Offering of Bond III Mayora
Indah, which was initiated in 2024, by issuing Phase II and Phase III bonds, with the
following details:
In September 2025, the Company raised proceeds of Rp1,000,000,000,000 (one trillion
Rupiah) from the Continuous Public Offering of Bond III Mayora Indah Phase II,
consisting of two series as follows:
- Series A in the amount of Rp700,000,000,000 (seven hundred billion Rupiah), with
a term of 5 years and an interest rate of 6.5% per annum.
- Series B in the amount of Rp300,000,000,000 (three hundred billion Rupiah), with
a term of 7 years and an interest rate of 6.7% per annum.
After deducting offering expenses amounting to Rp5.93 billion, all proceeds were fully
utilized in accordance with the plan disclosed in the Prospectus, namely for the
Company's working capital.
In December 2025, the Company further raised proceeds of Rp827,545,000,000 (eight
hundred twenty-seven billion five hundred forty-five million Rupiah) through the
Continuous Public Offering of Bond III Mayora Indah Phase III, consisting of two series
as follows:
- Series A in the amount of Rp363,520,000,000 (three hundred sixty-three billion five
hundred twenty million Rupiah), with a term of 5 years and an interest rate of 5.85%
per annum.
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- Series B in the amount of Rp464,025,000,000 (four hundred sixty-four billion
twenty-five million Rupiah), with a term of 7 years and an interest rate of 6.15% per
annum.
After deducting offering expenses amounting to Rp3.24 billion, all proceeds were fully
utilized in accordance with the plan disclosed in the Prospectus, namely for loans to the
Company's subsidiary.
7. Extraordinary GMS Agenda
Adjustment/Amendment to the Company’s Articles of Association in connection with
the implementation of the 2025 Indonesian Standard Industrial Classification (KBLI
2025).
Results Agree Abstain Disagree
Collection 20,130,478,623 339,535,475 309,923,555
Voice (96.60 %) (1.92 %) (1.49 %)
Decision:
Approve the amendment to the Company's Articles of Association in connection with the
implementation of the 2025 Indonesian Standard Industrial Classification (KBLI 2025),
by adding the following business classifications:
- KBLI No. 10798 – Manufacture of food products derived from seaweed,
complementing KBLI No. 10298 previously held by the Company.
- KBLI No. 10739 – Manufacture of other confectionery products, replacing KBLI
No. 10734 previously used by the Company.
- KBLI No. 25940 – As part of the supporting activities for the Company's principal
business activities.
- KBLI No. 68126 – Leasing and rental of warehouses and self-storage facilities.
- KBLI No. 68129 – Other self-owned or leased non-residential real estate activities
(buildings and land), replacing KBLI No. 68111 previously held by the Company.
For such purpose, the Meeting granted authority to the Board of Directors of the
Company to appear before a Notary to record the decisions of this Agenda Item in a Deed
of Statement of Meeting Resolutions and to amend Article 3 of the Company's Articles
of Association in accordance with the prevailing laws and regulations, as well as to apply
for the required approval from the competent authority.
The Meeting further granted authority, with the right of substitution, to the Board of
Directors to reaffirm and restate the resolutions of this Agenda Item in the Deed of
Statement of Meeting Resolutions until the application for approval of the amendment to
the Company's Articles of Association has been duly received and approved by the
competent authority.
This Certificate is made to be used as may be required.
Jakarta, 5 June 2026
NOVITA PUSPITARINI, S.H.
Notary
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Minister of Law and Human Rights
p.8
unresolved
org
Financial Services Authority
p.11
unresolved
person
SURYANTO GUNAWAN
p.11
unresolved
person
RAHARDJA SUTEDJO
p.11 ×2
unresolved
person
Jogi Hendra Atmadja
p.12 ×2
unresolved
person
Hermawan Lesmana
p.12
unresolved
person
Gunawan Atmadja
p.12
unresolved
person
Anton Hartono
p.12
unresolved
person
NOVITA PUSPITARINI
p.13
unresolved
person
H. Notary
p.13
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